Apple Issues Statement Responding to Greenlight Proposal

“…adoption of Proposal #2 would not prevent the issuance of preferred stock”

By on February 8th, 2013 07:48 GMT

Apple has released a public statement dispelling reports that the company needed to do more to unlock value for shareholders, saying it agrees with Greenlight Capital’s proposal to return additional cash to investors.

In a statement posted to its PR section, Apple reveals that the company’s management along with the Board of Directors have been in “active discussions about returning additional cash to shareholders.”

“As part of our review, we will thoroughly evaluate Greenlight Capital’s current proposal to issue some form of preferred stock. We welcome Greenlight’s views and the views of all of our shareholders,” it notes.

Greenlight, which reportedly sued Apple because the Cupertino giant didn’t seem to listen to its advice, said Apple’s Proposal #2 in the company’s proxy conflicted with the initiative to return cash to investors.

Apple says it doesn’t. “As a part of our efforts to further enhance corporate governance and serve our shareholders’ best interests, Proposal #2 in our proxy includes some recommended changes to our articles of incorporation.”

“These changes were recommended independently of Greenlight’s proposal and would not preclude Apple from adopting their concept,” Apple specifically states.

The company elaborates, noting that, “Contrary to Greenlight’s statements, adoption of Proposal #2 would not prevent the issuance of preferred stock.”

It goes to add that “Apple’s articles of incorporation provide for the issuance of ‘blank check’ preferred stock by the Board of Directors without shareholder approval.”

Apple’s shareholders will have the right to approve the issuance of preferred stock, even if Proposal #2 is adopted, which implicitly means that “Proposal #2 has the support of many of our shareholders,” Apple notes.

The Cupertino giant concludes, saying “We remain committed to having an ongoing dialogue with our shareholders to get perspectives around return of capital and driving shareholder value.”

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